Australia Post Annual Report 2008–09

42
Corporate
governance
General
Australia Post maintains a comprehensive
system of corporate governance practices
designed to provide appropriate levels of
disclosure and accountability.
These practices derive principally
from the provisions of the Australian
Postal Corporation (APC) Act 1989, the
Commonwealth Authorities and Companies
(CAC) Act 1997 and the Governance
Arrangements for Commonwealth
Government Business Enterprises (1997).
They are also guided by the ASX Corporate
Governance Council’s Corporate Governance
Principles and Recommendations.
A dedicated corporate governance section on
the Australia Post website (auspost.com.au)
provides a detailed description of the corporation’s
governance framework and associated
practices, with links to key documents.
Shareholder ministers
As Minister for Broadband, Communications
and the Digital Economy, Senator the
Hon. Stephen Conroy has portfolio
responsibility for Australia Post. Under a
dual shareholder model, overall responsibility
for the enterprise is exercised jointly with
the Minister for Finance and Deregulation,
the Hon. Lindsay Tanner MP.
The board
The board of Australia Post comprises up
to nine directors. With the exception of
the managing director, all serve in a
non-executive capacity.
Non-executive directors are appointed by
the Governor-General on the nomination
of the portfolio minister. Appointments can
be for up to five years, with reappointment
permissible. In practice, terms of appointment
are generally for three years.
Before nominating a person for appointment,
the minister is required to consider the balance
of expertise on the board and also to consult
with the chairman.
Australia Post Annual Report 2008–09 | Report of operations
The managing director is appointed by
the board.
Board membership during 2008–09 was:
David Mortimer (Chairman)
Mark Birrell (Deputy Chairman)
Graeme John (Managing Director)
Mark Darras (appointed 31 October 2008)
Margaret Gibson
William Mansfield (appointed 31 October 2008)
Sandra McPhee (retired 12 April 2009)
Tom Phillips (retired 22 November 2008)
Ian Warner.
Profiles of each director and details of their
relevant skills, experience and expertise are
provided on pages 46–7.
Role of the board
Under s23 of the APC Act, the role of the
board is:
• to decide the objectives, strategies and
policies to be followed by Australia Post
• to ensure that Australia Post performs
its functions in a manner that is proper,
efficient and, as far as practicable,
consistent with sound commercial practice.
Directors set the corporation’s key objectives
and strategies through a rolling three-year
corporate plan, which is submitted annually
to shareholder ministers. Progress against
the plan is reported quarterly. Ministers
and their departments are also kept
informed on a regular basis about
developments of significance.
Board committees
Two committees assist the board in the
discharge of its responsibilities: the Audit &
Risk Committee and the Human Resources
Committee.
Audit & Risk Committee
Consisting entirely of non-executive directors,
the Audit & Risk Committee provides a forum
for regular communication between the board
and the corporation’s external and internal
auditors. Membership during 2008–09 was:
Margaret Gibson (Chairman)
Sandra McPhee (retired 12 April 2009)
David Mortimer
Ian Warner.
The committee charter, which is reviewed
annually by the board, can be accessed in the
corporate governance section of the Australia
Post website (auspost.com.au).
The committee meets five times a year,
focusing in particular on the areas of financial
reporting, risk management and internal
controls. Among other things it reviews:
• the annual financial statements before their
consideration and adoption by the board
• the clarity and quality of the corporation’s
financial policies, practices and disclosures
• internal and external auditor plans,
reports and performance
• significant existing and emerging risks
and mitigation activities
• the adequacy and effectiveness of
internal controls
• compliance with laws and regulations.
Committee meetings are attended by the
external and internal auditors, as well as by
the managing director, chief finance officer
and group financial controller.
Before each meeting, the committee holds
separate private session discussions with the
external auditors, the internal auditor and the
chief finance officer. Similar discussions are
held annually with both internal legal counsel
and group manager security.
All directors receive copies of committee
papers and minutes, and non-committee
members have the right to attend meetings
as observers.
Meeting attendance details for 2008–09
are provided in the table on page 45.